Scott Carlton
About Scott L. Carlton
Scott L. Carlton, age 56, has served as an independent director of United Fire Group, Inc. (UFCS) since 2012. He is President of Tokai Carbon GE LLC (since 2017) and previously held senior finance and operating roles at SGL Carbon, bringing deep finance, accounting, and international operating expertise. He holds a bachelor’s in financial management, an MBA from UNC Charlotte, completed London Business School’s Senior Executive Education Program, is NACD Certified, and is designated an Audit Committee Financial Expert by the UFCS Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tokai Carbon GE LLC (U.S. subsidiary of Tokai Carbon) | President | 2017–present | Leads U.S. operations; international finance/operations expertise |
| SGL Carbon LLC | President (U.S. companies) | ~2007–2017 | Led U.S. companies of global carbon manufacturer |
| SGL Carbon (largest business unit) | VP Finance & Controlling | 2002–2007 | Responsible for controlling, finance, accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| E4 Carolinas (Charlotte, NC) | Board Member | Not disclosed | Industry association governance |
| NACD (Carolinas Chapter) | Former Director; NACD Certified Director | Not disclosed | Corporate governance credentials |
Board Governance
- Independence: UFCS Board determined 10 of 11 directors are independent; Kevin J. Leidwinger (CEO) is the sole non-independent member. Carlton is among the independent directors .
- Committee assignments (2025): Audit (Member, Financial Expert), Compensation & Human Capital (Member), Executive (Member), Investment (Member) .
- Chair roles: Investment Committee Chair in 2024, transitioned to member in 2025 (Matthew Foran became Chair), indicating periodic refresh of leadership roles .
- Meeting cadence and attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors held four executive sessions in 2024 .
- Risk oversight: Audit Committee met 4 times in 2024 (joint session with Risk once). Compensation Committee met 6 times; Investment Committee met 4 times; Nominating & Governance met 5 times; Risk Management met 4 times .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Base Annual Retainer | $80,000 | All non-employee directors |
| Committee Chair Fees | $20,000 (Audit); $12,500 (Comp); $10,000 (Nom/Gov, Investment, Risk) | Role-dependent |
| Committee Member Fees | $5,000 (Audit/Comp); $4,000 (Exec/Nom-Gov/Inv/Risk) | Per committee membership |
| Annual Equity Grant (RSUs) | $75,000 grant-date fair value | 3,219 RSUs granted May 2024; 1-year vesting |
Carlton’s 2024 director compensation:
| Type | Amount |
|---|---|
| Fees Earned/Paid in Cash | $103,000 |
| Stock Awards (grant-date fair value) | $73,837 |
| Total | $176,837 |
Grant specifics:
- 3,219 RSUs granted in May 2024 to each then-serving non-employee director; vest one year post-grant, subject to continued service .
- Outstanding director options have expired (May 2024); no director options outstanding thereafter .
Performance Compensation
Directors do not receive performance-based cash or PSU awards; equity is time-based RSUs with a one-year vest for directors (no performance metrics). All non-employee director options expired in May 2024 (no option-based leverage remaining) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Carlton .
- Family interlock: Carlton is a first cousin by marriage to director Christopher R. Drahozal; UFCS reports no related person transactions since the beginning of 2024 and none proposed, mitigating conflict risk .
- Compensation Committee interlocks: None; no insider participation requiring disclosure .
Expertise & Qualifications
- Audit/Accounting, Finance & Capital, Risk Management, Senior Administration, Business Operations, Corporate Governance; designated Audit Committee Financial Expert .
- Technology/Systems is not marked for Carlton in the Board skills matrix; broad operating and international finance experience supports audit oversight and investment committee work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott L. Carlton (as of Mar 24, 2025) | 267,403 | 1.05% | Includes 206,087 owned individually and 61,316 in accounts for his children; none pledged |
| Scott L. Carlton (as of Mar 18, 2024) | 267,940 | 1.06% | Includes 206,624 individually and 61,316 for children; none pledged |
Ownership alignment policies:
- Director stock ownership guideline: 100 shares upon joining; 5,000 shares within five years; all directors comply .
- Anti-hedging and anti-pledging: Hedging and pledging of UFCS securities prohibited for directors/officers .
Governance Assessment
-
Strengths
- Independence and experience: Carlton is independent, brings deep finance/accounting credentials, and serves as an Audit Committee Financial Expert—valuable for financial oversight and audit quality .
- Committee engagement: Active across Audit, Compensation, Executive, and Investment; previously chaired Investment—evidences substantial governance workload and strategic engagement .
- Alignment: Material personal ownership (~1.05%–1.06%) and mandatory ownership guidelines; anti-hedging/anti-pledging policy reinforces shareholder alignment .
- Attendance and executive sessions: ≥75% attendance and regular independent director sessions support effective oversight .
-
Watch items / potential red flags
- Family connection to another director (Drahozal). While disclosed and no related-party transactions are reported, investors should monitor independence dynamics in sensitive votes, particularly audit and nomination matters .
- Chair role change (Investment Committee). 2024→2025 transition from Chair to Member signals governance rotation; track continuity and committee outcomes under new chair for investment oversight consistency .
-
Director pay structure
- Cash-plus-time-based RSUs; no performance equity for directors, which is consistent with governance norms but reduces explicit pay-for-performance linkage. Annual RSUs vest after one year; option programs for directors are discontinued (expired) .
Overall, Carlton’s expertise, independence, committee breadth, and meaningful share ownership are positive for investor confidence. Disclosure of a family relationship is transparent and currently mitigated by the absence of related-party transactions and strong independence policies .